As filed with the Securities and Exchange Commission on February 23, 2015 Registration No. 33-09267 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 McDonald s Corporation (Exact name of registrant as specified in its charter) Delaware 36-2361282 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) One McDonald s Plaza, Oak Brook, Illinois 60523-1900 (Address of Principal Executive Offices) (Zip Code) McDONALD S CORPORATION 1975 STOCK OWNERSHIP OPTION PLAN McDONALD S HAMBURGERS LIMITED EMPLOYEE SHARE OPTION SCHEME McDONALD S RESTAURANTS OF CANADA LIMITED EMPLOYEE STOCK OPTION PLAN (Full title of the plan) Gloria Santona Corporate Executive Vice President, General Counsel and Secretary McDonald s Corporation One McDonald s Plaza Oak Brook, Illinois 60523-1900 (Name and address of agent for service) (630) 623-3000 (Telephone number, including area code, of agent for service) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o
DEREGISTRATION OF SECURITIES This Post-Effective Amendment No. 3 (the Post-Effective Amendment ) relates to the Registration Statement on Form S-8 (Registration No. 33-09267) filed by McDonald s Corporation (the Registrant ) with the U.S. Securities and Exchange Commission on October 23, 1986 (the Registration Statement ) to register 4,500,000 shares of the Registrant s Common Stock for issuance under the McDonald s Corporation 1975 Stock Ownership Option Plan (the Plan ). On February 1, 1988, the Registrant filed Post-Effective Amendment No. 1 to the Registration Statement indicating that Common Stock registered under the Plan could be used for the McDonald s Hamburgers Limited Employee Share Option Scheme. On February 13, 1989, the Registrant filed Post-Effective Amendment No. 2 to the Registration Statement indicating that Common Stock registered under the Plan could be used for the McDonald s Restaurants of Canada Limited Employee Stock Option Plan. As of the date of this Post-Effective Amendment, no additional shares of Common Stock registered will be issued under the Plan. In accordance with the Registrant s undertaking in Part II, Item 21(a)(3) of the Registration Statement, the Registrant hereby amends the Registration Statement to remove from registration all securities registered but remaining unsold, if any, under the Registration Statement and to terminate the effectiveness of the Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. 24 Power of Attorney
SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Oak Brook, State of Illinois, on this 23rd day of February, 2015. McDONALD S CORPORATION By: /s/ Denise A. Horne Denise A. Horne Corporate Vice President - Associate General Counsel and Assistant Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date Susan E. Arnold Peter J. Bensen Corporate Senior Executive Vice President and Chief Financial Officer Robert A. Eckert Margaret H. Georgiadis Enrique Hernandez, Jr. Jeanne P. Jackson Richard H. Lenny Walter E. Massey Andrew J. McKenna Chairman of the Board and Cary D. McMillan
Kevin M. Ozan Corporate Senior Vice President - Controller Sheila A. Penrose John W. Rogers, Jr. Roger W. Stone /s/ Donald Thompson February 13, 2015 Donald Thompson President, Chief Executive Officer and Miles D. White * Denise A. Horne, the undersigned attorney-in-fact, by signing her name hereto, does hereby sign and execute this Post-Effective Amendment No. 3 on behalf of the above indicated directors and officers of the Registrant pursuant to a power of attorney filed with the U.S. Securities and Exchange Commission. By: /s/ Denise A. Horne Denise A. Horne Attorney-in-Fact
EXHIBIT INDEX Exhibit No. Description 24 Power of Attorney
Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of McDonald s Corporation, a Delaware corporation (the Company ), hereby constitutes and appoints Peter J. Bensen, Denise A. Horne, Kevin M. Ozan and Gloria Santona, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities: 1. To execute any and all amendments to the Registration Statements listed on Attachment A, to be filed with the U.S. Securities and Exchange Commission by the Company under the Securities Act of 1933, as amended, with all exhibits thereto, and other documents in connection therewith; and 2. To execute any and all amendments to the Company s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, to be filed with the U.S. Securities and Exchange Commission by the Company under the Securities Exchange Act of 1934, as amended, with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents, and each one of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney on and as of the 17th day of February, 2010. /s/ Susan E. Arnold /s/ Cary D. McMillan Susan E. Arnold Cary D. McMillan /s/ Peter J. Bensen /s/ Kevin M. Ozan Peter J. Bensen Kevin M. Ozan Corporate Executive Vice President and Chief Financial Officer Corporate Senior Vice President - Controller /s/ Robert A. Eckert /s/ Sheila A. Penrose Robert A. Eckert Sheila A. Penrose /s/ Enrique Hernandez, Jr. /s/ John W. Rogers, Jr. Enrique Hernandez, Jr. John W. Rogers, Jr. /s/ Jeanne P. Jackson /s/ James A. Skinner Jeanne P. Jackson James A. Skinner Vice Chairman, Chief Executive Officer and /s/ Richard H. Lenny /s/ Roger W. Stone Richard H. Lenny Roger W. Stone /s/ Walter E. Massey /s/ Miles D. White Walter E. Massey Miles D. White /s/ Andrew J. McKenna Andrew J. McKenna Chairman of the Board and
Attachment A 33-00001 33-09267 33-24958 33-49817 33-50701 33-58840 33-64873 333-03409 333-25899 333-36776 333-36778 333-59145 333-60170 333-65033 333-71656 333-115770 333-120453 333-121092 333-139415 333-149952 333-149990